J. J.

11 minutes ago, Rev Ed said:

But that would not stop the President from appointing a general member to this Committee.

If the "assembly" is the board in this case, it would.  If this is a committee is one of the board, the president would need the board's permission to add any one who is not a member of the board.

41 minutes ago, Transpower said:

Thanks, Joshua.  I would ask JJ, suppose the committee is not yet formed and has no members yet--would he then agree with me that the president appoints the members?

Well, it would depend on the bylaws and on the committee.  Assume the bylaws say the president has the ability to "appoint all committees (without any qualification)," and the bylaws say that the "the assembly shall appoint the Discipline Committee." I would not agree that the president could appoint the Discipline Committee.

48 minutes ago, Daniel H. Honemann said:

The "matter" referred to is obviously a pending motion. We are told that, after the motion to reconsider the subsidiary motion to amend it was erroneously thought to have nullified the amendment, this "matter", without any amendment, was then passed.

I do not agree that the statement is clear.  It is ambiguous enough for me to raise that possibility.  It is enough that, if I was talking to Clamdigger directly, I would be asking what this "matter" is.  There are a few motions, or "matters," that cannot be reconsidered; to me. it looks like it could be a bylaw amendment. 

This "matter" may be a "plain vanilla main motion" that can be reconsidered.  It may not be a "plain vanilla main motion," that cannot be considered.  I don't know which.  If clamdigger would like to add some details, I'd welcome it. 

46 minutes ago, Josh Martin said:

I understood your post to be questioning the idea that unanimous consent was obtained? I did not agree with this, at least until the OP's most recent post. It now seems your concerns may have been prescient.

Whether a vote was taken is not the only question. Are you saying that there was no vote and no request for unanimous consent? That is, the chair did not ask if there were any objections?

Again agreeing.  If the chair said, "If there is no objection, the revision is adopted," or something to that effect, this was adopted,

2 hours ago, Daniel H. Honemann said:

But J.J., we are dealing with reconsideration of a subsidiary motion to amend.

Even if the motion referred to in the very first sentence of Clamdigger's post was a proposed amendment to the organization's constitution or bylaws, that fact is entirely irrelevant. In other words, it ain't got nothin' to do with the price of eggs.  

I was looking the description, and I not sure if it is, of if it is Amend or Amend Something Previously Adopted (ASPA). 

Clambdigger's description is:  " A matter is properly before the body for consideration. An amendment to the matter is made and passes. Later during the same meeting, a Motion for Reconsider the amendment that passed is made, receives a second and passes."  Is that "matter" a main motion or is is this "matter" something that has been adopted?

It it is ASPA, once that motion is adopted, it would not be subject to reconsider (p. 307, #8).  If "matter" in this case is an original main motion, yes, the vote on the subsidiary motion to Amend could be reached by Reconsider; if it is a case of ASPA, that has been adopted, it cannot. 

4 hours ago, Guest Dan D. said:

Is this legal or not

If this is a committee of the board, I think the president would need the approval of the board (though I can see the other side).  If it is a committee of the society as a whole, then the president could appoint the person who is a member of the society, but not on the board.

3 hours ago, Josh Martin said:

We are told that "the club president simply asked for those in favor and then if there was any objections." That actually sounds like a vote to me, since the President asked for those in favor as well, but even if not, asking "if there was any objections," and there are no objections, certainly sounds like unanimous consent. So far as I can tell, no one is disputing this. Instead, they take issue with the fact that no motion was made or seconded, and no formal vote was taken. These issues do not constitute continuing breaches. The lack of notice would, if there was less than a majority of the entire membership present.

I don't disagree at all.

However, it has been my experience that want to challenge an action often cite a rule, the violation of which does not invalidate the action.  In this case the secretary might be looking for some ground to challenge the adoption of the amendment, and chose the "there were no motions made" argument.  It is not the first time I have heard this argument used(and yes I wrote something on it in the 1990's). 

The sole question that could invalidate the amendment is if a majority of the entire membership was not present.  In some organizations, that would be a near impossibility, while in others it might occur at nearly every meeting. 

3 hours ago, Gary Novosielski said:

 

Well, if it can't be reconsidered at all, then the rules on what happens when a motion to Reconsider is adopted would not apply.  But when such a motion is adopted, it does bring the question again before the assembly.

It would be completely improper, but we don't know if that is what happened. 

2 hours ago, Gary c Tesser said:

You sure?  It looks to me more like chaotic gibberish, and while I would agree that general consent is the most probable interpretation of what we can get from it, I'm by no means confident, and I'm pretty sure Don B isn't very confident either.  And I bet some of his other members.

If no one objected, and a majority of the membership, yes, I'm sure.  Even the person complaining seems to concede that an action was taken.

1 hour ago, Daniel H. Honemann said:

 

But if a majority of the entire membership was present at the time the vote was taken and the chair declared the motion adopted even although less than a majority of the entire membership voted in favor of the motion, wouldn't a point of order have to be raised promptly at the time when the breach occurred? 

That was my thinking.  In this case, however, the vote was by unanimous consent.  We don't really have to worry about it.  I do, however agree with your answer.

We still do not have DonB's answer.

If your bylaws have no clause on amending the bylaws in the bylaws, you would need a two thirds vote, with previous notice or a vote of a majority of the entire membership. 

Was there a majority of the entire membership at the meeting?

51 minutes ago, DonB said:

Also to those who indicated that because it appears that the club did approve the vote, even tho no motion or second were made.  Can you point me to rules that support this position.  It was my undstanding that 2/3 vote is needed to change bylaws.  It is Also my understanding that the General Consent is really only met for small items.

 

Thanks

Don

Assuming that RONR is your parliamentary authority, you would need a two thirds vote, with previous notice or a vote of a majority of the entire membership.  Was the majority of the entire membership present at the meeting?

Unanimous consent is not limited to "small items."

3 hours ago, jay said:

Thanks for your reply. Sorry I misinterpreted rule regarding Written motions take priority  

The chair can require that it be written.

Just now, Richard Brown said:

 

This was the annual meeting according to the original post.

Thanks, I missed that. 

Unless there is some problem with notice, these were properly adopted.

1 hour ago, DonB said:

 

 

The club did pass a rule stating that changes could only be made to the bylaws during the annual meeting.

I am assuming that this was not the annual meeting.  Was this rule put in the bylaws?  Is it just a motion.

There could be some problems related to absentee rights, but, as Guest said, motions are not needed.  The chair assumed the motion. 

47 minutes ago, Daniel H. Honemann said:

Well, you just provided us with one where more than a majority vote will be required.

Well, I can't come up with a motion to go out of executive session that would required a 2/3 vote.

If there were a special rule that said, "All meetings shall be held in executive session," I could see a 2/3 needed to go into open session, but I think that would be a motion to suspend the rules. 

1 hour ago, Daniel H. Honemann said:

What rule must be suspended in order for an assembly to agree to go into and remain in executive session until adjournment?

 

Well, if the motion "to go into executive session for the rest of the meeting" is adopted, it would have to be rescinded in order to come out of executive session.  That was only thing I could see as an example. 

I'm trying to find an example that would need a 2/3 vote to leave executive session.

7 hours ago, Daniel H. Honemann said:

 

 

Yes, we know that an adopted motion to amend a constitution or bylaws cannot be reconsidered, but what's that got to do with the price of eggs?   

Well, we don't know what the motion is.  Further, "we" may know that, but clamdigger may not. 

6 hours ago, Daniel H. Honemann said:

This is certainly the case if the motion which is adopted is a motion "that the open portion of this meeting be declared ended and that our guests be excused", as in the example on page 230, or simply a motion "to go into executive session."

However, as previously noted, in determining what kind of motion and what vote will be required in order to go from executive session into open session, much depends upon exactly what motion or rule caused the assembly to be meeting in executive session in the first place. 

A special rule of order is a different matter, at least potentially.

I am, however, at a loss to see how a motion to go into executive session could be constructed to require more that a majority vote to come out of executive session, unless the rules were suspended.  I could see a motion "That the assembly go into executive session and remain their until adjournment," but it might require a 2/3 vote. 

1 hour ago, Gary Novosielski said:

No it's not.

Adopting a motion to Reconsider brings the question of the amendment back before the assembly.  It's not nullified unless, after further debate if any, it is voted down.

There is a case when it could; if the motion is to amend a constitution or bylaws, then it could not be reconsidered.  

On 8/16/2017 at 8:36 AM, grasshopper said:

What if it's not actually under bylaws in the book, it's under Constitutions Article III, Section 6?

1.  You can amend your constitution.

2. If the person is removed, can he be reappointed?

1 hour ago, Tapestry said:

Is it possible that "the committee" is the nominating committee?

Yes, or a committee dealing with disciplinary matters.  That is why I indicated that context matters.

Gary wrote: 

"Okay, it's perfectly logical.  But it's still wrong."

Transpower's explanation is not logical.

We have two statements in the bylaw:

 S1. The President shall appoint all committees.

S2. The members shall appoint the committee.

Transpower said:   " Rule 3 for bylaws interpretations, RONR (11th ed.), p. 589, states:  'A general statement or rule is always of less authority than a specific statement or rule and yields to it.'  Therefore, I conclude that in your case the president has the power to appoint all committees. " 

I will add another point.  RONR states, in Rule 4, that, "There is a presumption that nothing has been placed in the bylaws without some reason for it (pp. 590-91)."

Is that conclusion correct?

Transpower conclusion is that the president has the power to appoint all committees.  That is consistent with the bylaw that says "The President shall appoint all committees. (S1.)"  It is not consistent "The members shall appoint the committee.(S2.)"

We must presume that S2 was placed in those bylaws for a purpose.  Now, if Transpower's interpretation was correct, there would be no need for S2.  S1 covers it.  Therefore, Transpower's theory is not consistent with the rules of interpretation, Rule 4., to be specific.

Now, is there an interpretation that can be consistent with S1 and S2?  Well, if Rule 1 is the "general statement or rule," and that Rule 2. is the "specific statement or rule," them you get an answer that is consistent with Rule 3 and is consistent with Rule 4. 

QED.

This argument is, in fact, the one that is more logical. 

On 8/17/2017 at 5:51 AM, Daniel H. Honemann said:

Yes, I think this is right.

If an assembly is meeting in executive session as a result of having adopted a motion to do so, adoption of a motion to go out of executive session will require a majority vote for its adoption.

There could, I suppose, be occasions in which a motion to go out of executive session will require more than a majority vote for its adoption (for example, if an assembly is meeting in executive session as a result of having adopted a motion to consider and vote on a particular resolution in executive session, and a motion is made to go out of executive session during the consideration of this resolution). 

I think that once an assembly goes into executive session, it has completely  put the motion to go into executive session into effect.  A motion to go out of executive session is a new motion.  Usually both are adopted by unanimous consent.

On 8/16/2017 at 10:58 AM, Transpower said:

Well, I disagree with Richard Brown; my response is perfectly logical.  Obviously "President" is more specific than "members" or "member."

However, that interpretation runs afoul of the second principle of interpretation.  If the bylaws mean that the only the president may appoint committees, then the phrase " The members shall appoint the committee," will be rendered absurd.  There must be an attempt to read that phrase in harmony  with the rule that "The President shall appoint all committees."

Based on the information we have to agree with Goodwiller, Brown, Rev, and Honemann.

I would be wondering it the bylaw stating that members can appoint a committee applies to a single committee.  The president can appoint "all committees," but the members can appoint "the committee," as in this specific committee.  The context will be paramount. 

Amd possibly in statute.